A. General Description of Advisory Firm Sand Grove Capital Management LLP, an England and Wales limited liability partnership (“Sand Grove”), was founded in July 2014 by its principal owner and Chief Investment Officer, Simon Davies. Simon is the principal owner (indirectly, through various entities) and the other owners are senior members of the firm. Sand Grove’s main activity is investment management of advisory clients investing in event-driven strategies. Sand Grove currently provides discretionary investment advisory services to the clients described below, primarily to private funds and pooled investment vehicles. B. Description of Advisory Services Sand Grove’s advisory clients fall into three categories: 1. Private funds sponsored and controlled by Sand Grove (collectively, the “Sand Grove Funds”); 2. Pooled investment vehicles or funds sponsored by unaffiliated third-party managers for which Sand Grove provides discretionary sub-advisory services (referred to as the “Accounts”); and 3. Managed accounts for pooled investment vehicles (the “SMAs”, and together with the Sand Grove Funds and the Accounts, the “Advisory Clients”). Sand Grove tailors its advisory services to the individual needs and specified investment mandates of its advisory clients. The investment management agreements of the Sand Grove Funds do not require Sand Grove to tailor its services to the needs of specific underlying investors. Where deemed appropriate, Sand Grove or an affiliate will enter into advisory and/or side letter agreements that contain investment guidelines and restrictions agreed upon with those investors. An investment in a pooled-investment vehicle does not, in and of itself, create a client-adviser relationship between any underlying investor and Sand Grove. Sand Grove has discretionary authority to manage the following funds it sponsors:
• Sand Grove Opportunities Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”); o Sand Grove Opportunities Fund LP, a Delaware limited partnership (the “Onshore Fund”) o Sand Grove Opportunities

Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”) (together with the “Onshore Fund”, the “Feeder Funds”, and together with the “Master Fund”, the “Opportunities Funds”). The Feeder Funds invest all of their investable assets in the Master Fund.
• Sand Grove Tactical Fund LP, a Cayman Islands limited partnership (the “Tactical Fund”), which has separate designated portfolios (including the “UK Tactical Fund”); and
• Sand Grove Special Purpose Fund I Ltd, a Cayman Islands exempted company (the “SPV”), for which one of the Accounts is the sole investor. Sand Grove Opportunities Fund GP, Ltd., a Cayman Islands exempted company (the “General Partner”), is the general partner to the Onshore Fund and the Tactical Fund. The General Partner is an affiliate of Sand Grove, and to the extent the qualifications and business practices of the General Partner are substantially similar to those of Sand Grove, no specific mention of the General Partner is made herein. Additionally, Sand Grove provides investment sub-advisory services to the Accounts. Sand Grove has discretionary authority to manage certain of the Accounts, which are subject to investment objectives, guidelines, restrictions, and fee arrangements, as well as other terms that are individually negotiated with the primary investment managers for the Accounts and set forth in investment management agreements. The SMAs are also managed on a discretionary basis - Sand Grove has an ongoing obligation to select or make recommendations based on the Advisory Client’s investment mandate. Finally, Sand Grove provides sub-advisory services to two accounts following long-only convertible bond strategies (the “CB Accounts”). One of the CB Accounts is a private European fund and the other CB Account is a publicly listed European fund – neither fund is offered to US investors. C. Wrap Fee Programs Sand Grove does not participate in wrap fee programs. D. Assets Under Management Sand Grove has approximately $3,593,713,335 of regulatory assets under management (“RAUM”) on a discretionary basis based on a valuation as of March 31, 2023.